Manfred barks out, “Dinner in 30 minutes,” as Brace and Nightingale enter his domain. Brace asks for his help going deep into White Guard territory and extracting White, since he is so good at getting into places. Gale stresses that she really doesn’t want too many people to die, so speed will help greatly. Manfred nods and coolly asks for 5 barter. After blinking blankly at each other, Brace attempts to renegotiate with the offer of spoils, but Manfred is unmoved and suggests they move on until dinner is ready. Farley bursts in and demands to know what is burning. Manfred angrily pushes the interlopers out of his kitchen and throws the flaming food on the metal walls, stomping out the fire with disgust.
Brace and Gale next talk to Landers. The guard sketches a map of the best path in and agrees to create distraction when they are close to White. They plan to wear White Guard uniforms for the infiltration. However, Landers hasn’t had a decent night’s sleep in a week, and asks to rest on the Starlight. The two lovers will need to wait until the next day to free themselves from Bluejay’s threat.
Midnight wakes up on The Carnival to find Switchblade snuggled up to him, looking young and vulnerable. He tries to leave without waking her, in search of breakfast. Switch wakes with a stretch and suggests he find Belter. Midnight finds the carnie family moving around the powered down rides, going through their morning routines. They complement him again on his performance last night. Belter gives him a bowl of slop and an extra one for Switch. Midnight finds the door locked and settles for placing the food on the ground before knocking. Switch takes a moment to answer, dressed and ready for the day, taking her food with thanks and digging in with enthusiasm. They chat about Midnight’s plans to scout the Garden Ship, and Switch agrees to join. Both begin to feel something is off, in the small air duct near the door. Switch orders out the kids with authority, and Mice tumbles out. The tiny carnie asks if he can play with the blocks in Switch’s room. She calls on Chainsaw to watch over him, and the two head out.
At the Garden Ship, Midnight convinces Glory to help show them the ship. Midnight explains he setting up for tonight’s concert. Glory shows them the orchard and talks to them about the ship and its captain Emma. Midnight quickly realizes Emma is the main danger here and that the source of the fertilizer for these plants is the crucial secret. Disturbingly he realizes there are no old people on board. Switch meanwhile is very uncomfortable.
Midnight asks to talk with Emma and while Glory is distracted talks to Switch. They agree to talk to the captain and then leave. Emma soon arrives and the older woman welcomes them with a suffocating warm. They are given a breakfast filled with fruit. Midnight tries to be polite by nibbling on some of the bread but is forced to eat some of it. Luckily there are no ill effects. Switch refuses to touch the meal and soon attracts a lot of angry glances. Midnight tries to determine what is really going on here but can’t seem to get a straight answer.
Switch meanwhile is freaking out and asks directions to the bathroom. Six people escort her. She retrieves her knife and asks to leave. On her way out she asks that midnight be told that she left. That message never makes it. Once back on the Carnival, she realizes someone has broke into her safe and stolen the supply of fruit form the Garden Ship.
Midnight however is trapped with Emma, waiting for Switch to return. Emma clearly wants to recruit him and even introduces him to some of the local singers. After an hour Midnight asks Glory to find Switch. At that point he realizes what is going on and leavers. He tells them he will be back later. Glory sticks with him.
Manfred talks with Farley about the food supply. As they talk, Nova comes in with a large silver box. She says she found it in the grow room. Farley guesses it must be Vivek’s and puts it aside for the moment. Nova then brings up the idea of collecting supplies for growing bread, now that they have yeast. She also wants to expand the grow room. Farley is supportive but voices his worries about where some of his crew has gone..
Midnight catches up with Manfred as he is leaving Farley. With some bargaining, the young rock star convinces him to help him with the Garden Ship for 1 barter and a favor. The plan is that he will enter the ship a half hour after Midnight gets on board and make a distraction. This will allow Midnight to slip away from his handlers and find the secret of the fertilizer.
Elsewhere Brace and Gale find the disguises Landers left for them. Use the map and passkeys she left they slip deep in Megaton. Brace is nervous passing the interrogation rooms but Gale comforts him. Once past that things get strange. They pass into clean white hallways where old people, children and seemingly normal people are going about their business.
They soon arrive at a moving walkway that will take them to the door to the inner sanctuary. According to Landers a distractions will be started once they reach it. Along the way they pass Commander Kriss. He seems suspicious of them but they stay cool. Gale snatches his passkey as they pass in the hall. Then the lights start to flicker and one of the walkways speeds up to dangerous levels. Using the passkey they enter the inner sanctum.
Both doors of the room are guarded by 2 White Guard. But there are also four old men and two old women in the room. They ask what they are doing. Brace bluffs his way past them, claiming there is a large danger on the station and White needs to be moved. As the old guardians discuss the preparations for moving White, Gale realizes that he must be sedated. Gale and Brace accompany the old men into White’s room. The leader of Megaton is an elderly albino in a chemically induced coma. Then Brace closes the door and Gale knocks out the sole guard in the room. They force the others into a closet. But even as they surrender, the old men and women warn him that White is a danger. Gale also realizes something strange with his vitals as if he somehow is resisting the medication. The two of them heavily tranquilize him and leave the room.
As the remaining guards confront them, White’s eyes open. Gale uses the last of her drugs on him to keep him under. Frightened they let Brace and Gale take White. On the way out they hear guards approaching but they outrace them to the door. Gale locks it with Kriss’s keycard. They make their way out to the elevator system. Strangely it seems like the White Guard are occupied elsewhere.
Midnight Storm visits Switch to tell her his plans. He doesn’t really want her to come with him but would rather tell Farley and the others what happened to him if he fails. He also comes to realizes she is scared. Switch in turn realizes that he feels responsible for those people and decides to help him out anyway.
On the way over they hear sounds of conflict. Manfred got the timing wrong and has already busted into the ship. He smashes Ganymede’s head into a wall, crushing it and begins to pick the people attempting to grapple him off one by one. Al the time he advances to the team of defenders firing at him. As they retreat Midnight and Switch catch up to him. Midnight Storm leads the charge deeper into the ship.
As they push forward they are separated. Midnight heads to the orchard. As he hides in the underbrush he realizes the bridge must be above him. He climbs a tree and swings up into the rafters. Manfred and Switch meanwhile find some stairs up. At the bridge they run into a barricade. Manfred powers through it. Beyond it he finds them setting up machine guns. He grabs one and turns it on the other team. His armor is ruined however. Switch looks into psychic maelstrom and sees her mother. Her mother peels off her face and reveals Emma underneath. Emma starts forcing fruit into her mouth and she comes out of it. Midnight breaks through the glass floor as the bullets fly overhead. After the gunfire is done he joins the others.
Once regrouped, they realize their target must be down in the grove. They intercept Emma and her gang. While Manfred and Midnight occupy the gang, Switch jumps atop Emma and stabs her to death. As Switch breaks down emotionally, Midnight can see people are hurt, including Ula. Also the White Guard are closing in.
Midnight asks Glory where the escape pods are. Switch however threatens her first. Glory indicates the way with her chin and turns to tend to her fallen leader. They hurry that direction and find the escape pods. The White Guard announce that everyone must leave the ship and surrender themselves in 20 seconds. As soon as Switch and Manfred are on the pod, Midnight closes the door. With Switch banging on the door, he ejects them. He then goes to turn himself in.
Brace and Gale make it to Bluejay’s apartments with White. The area is strangely deserted. Bluejay looks at White and shakes on their agreement. Gale warns him to keep him sedated. He seems to believe her.
The two rush to the Starlight, passing Mech on the way in. He is carrying the silver box. They call Farley and Sun to the Gallery. Sun arrives first and they explain they need to leave now. They try to convince Sun to cut the connection to Megaton. The woman explains she can do it but it will cut the link-flight system. She demands payment in sex. Brace tries to psychically control her but she resists. Then Fraley comes in. He is holding a bag of ice to his eye. He explains he was attacked by a gorilla of a man. Gale realizes that it was the man she saw and that he stole something.
As they try to convince Farley of the importance of leaving soon, Bluejay makes announcement on Megaton’s speakers. He explains he has White and that the White guard are to surrender or die. Farley tells Sun to ready their escape. He tells the others to make sure the crew is all on board.
Switch and Manfred take the escape pod to the Carnival. Switch realizes they need to leave now and radios to Bluejay to let their ship go.
Midnight soon finds himself surrounded by Wolves of the Maelstrom infesting some White Guard. He belts out a tune and sends them into painful spasms. Most collapse but they manage to get Kriss out of the area. They call him the “One”. As they are finished bugs pour out of their mouths and they lose consciousness.
By then Bigs has noticed him. He puts down Ula and punches him. Midnight doesn’t defend himself and makes no excuses. Bigs spits at him and leaves. Midnight slips away in the to the Starlight. Along the way he picks up his fans.
At the Starlight, Midnight gets past Fang and finds Farley. He explains to the captain that he is leaving and thanks him for everything. He also stops by the Medbay and apologizes to Gale. Then he makes his way to the Carnival with his followers.
As the Starlight and Carnival fly from Megaton, Bluejay’s fleet swoops in.